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Advance Notice Bylaws: 'If It Ain't Broke, Don't Fix It!' Image

Advance Notice Bylaws: 'If It Ain't Broke, Don't Fix It!'

Robert S. Reder, Alan J. Stone & Dean W. Sattler

In two recent decisions, the Delaware Court of Chancery found advance notice bylaws to be ineffective in preventing stockholders from nominating alternative director candidates without providing the requisite advance notice, indicating that any ambiguities in these bylaws will be construed against the corporation and in favor of activist stockholders.

Features

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Business Crimes Hotline

ALM Staff & Law Journal Newsletters

National rulings of interest.

Features

In the Courts Image

In the Courts

ALM Staff & Law Journal Newsletters

Recent rulings of importance to your practice.

Features

Parent Corporations and Their Subsidiaries' Liabilities: Guidelines Image

Parent Corporations and Their Subsidiaries' Liabilities: Guidelines

Stanley R. Weinberger

In February 2007 the Illinois Supreme Court in a unanimous decision held as a matter of first impression that a parent corporation could be directly liable for its negligence to the estates of two employees of its subsidiary corporation. <i>Forsythe v. Clark USA.</i> The Illinois Court relied extensively on the unanimous 1998 opinion of the U.S. Supreme Court in <i>U S v. Bestfoods.</i> Both courts limited the reach of their opinions by making explicit the common law principle that corporate shareholders are not generally liable for the acts and omissions of their subsidiaries in the absence of active involvement of the parent in those acts or omissions.

Erratum Image

Erratum

ALM Staff & Law Journal Newsletters

In last month's issue, the bio note for Darryl Vernon failed to mention that he served as counsel for tenants in Riverside Syndicate, Inc. v. Munroe. We apologize for the omission.&#133;

Bit Parts Image

Bit Parts

Stan Soocher

Copyright Preemption/Unfair Competition<br>Music Publishing/Contract Interpretation<br>Rights in Band Names and Member Personas/Injunctive Relief<br>Song Copyrights/Fair Use

Health Care Fraud Redux? Image

Health Care Fraud Redux?

Michael E. Clark

At times in the past decade, health care fraud seemed to be the top priority of the DOJ. Although nationally it's now been eclipsed by corporate accountability, the DOJ has focused on health care fraud and abuse in two of the nation's largest federal prosecutors' offices: Los Angeles and Houston. The Central District of California and the Southern District of Texas ' supposedly fraud and abuse hot spots ' are setting up dedicated Medicare Fraud Task Forces based on a model that enjoyed great success in the Southern District of Florida.

Malpractice Suit over The Source Comments Proceeds Image

Malpractice Suit over The Source Comments Proceeds

Anthony Lin

A Manhattan federal magistrate judge ruled that a client may proceed with a legal-malpractice claim against a law firm for failing to bring defamation claims on behalf of the client in a highprofile sexual harassment and discrimination case against hip-hop magazine The Source.

Features

Real Property Law Image

Real Property Law

ALM Staff & Law Journal Newsletters

Analysis of recent rulings.

Features

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Landlord & Tenant

ALM Staff & Law Journal Newsletters

Commentary on the latest cases.

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